Maximum Aggregate Merger Consideration Clause Samples
Maximum Aggregate Merger Consideration. The maximum aggregate consideration payable to the Company Equityholders by Parent and Merger Sub in the Merger (the “Aggregate Merger Consideration”) shall be an amount, subject to adjustment pursuant to Section 2.15, equal to the sum of (i) $138,000,000, plus (ii) the Net Working Capital minus the Net Working Capital Target (which difference may be a positive or negative number), plus (iii) any Cash as of immediately prior to the Closing, minus (iv) any Debt outstanding as of immediately prior to the Closing, minus (v) any Transaction Expenses as of immediately prior to the Closing.
Maximum Aggregate Merger Consideration. The maximum consideration to be paid by Sybase with respect to all of the issued and outstanding Company Capital Stock (excluding unvested Company Options, but including, without limitation, the Sybase Common Stock and cash to be reserved for issuance upon exercise or settlement of Company Options and Company Warrants) shall be equal to the Total Cash Pool and the Total Stock Pool (collectively herein the "Aggregate Merger Consideration"). No adjustment shall be made in such Aggregate Merger Consideration to be paid in the Merger as a result of any cash proceeds received by the Company from the date hereof to the Closing Date pursuant to the exercise of any Company Options or Company Warrants, or otherwise with respect to any Company Capital Stock.
Maximum Aggregate Merger Consideration. Effect on Capital Stock The aggregate maximum number of shares of common stock of Parent ("Parent Common Stock") to be issued (including Parent Common Stock to be reserved for issuance upon exercise of any options and warrants of the Company) and aggregate maximum amount of cash payable, in exchange for the acquisition by Parent of all outstanding capital stock of the Company ("Company Capital Stock") and all outstanding unexpired and unexercised options, warrants and other rights to acquire Company Capital Stock shall be 170,000 (the "Aggregate Share Number") and $1,000,000 (the "Aggregate Cash Amount"), respectively. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of Company Capital Stock, or the holder of any options, warrants or other rights to acquire or receive shares of Company Capital Stock, the following shall occur:
Maximum Aggregate Merger Consideration. In the event that there are more than 100,357 Shares issued and outstanding, the Net Merger Consideration Per Share payable by the Buyer in exchange for all the Shares (assuming for purposes of this Section that there are no Dissenting Shares), shall be reduced to appropriately reflect the actual number of Shares.